Carlin Gold Corporation Announces Postponement of Annual Meeting of Shareholders

Carlin Gold Corporation has postponed its Annual General Meeting from October 23, 2026, to November 30, 2026. The rescheduled meeting will function as an Annual General and Special Meeting to secure shareholder approval for two primary transactions.

• A 5.00% Net Smelter Return (NSR) royalty spin-out on the Cortez Summit Property via a Plan of Arrangement under the BC Business Corporations Act.
• A strategic non-brokered private placement with Electrum Gold Exploration LLC for approximately $21.5 million (16,538,462 units at $1.30).

This strategic investment is the largest component of a broader financing round totaling up to $31.27 million, which also includes a previously announced brokered tranche with Canaccord Genuity. Upon closing, Electrum will become a "Control Person" under TSX Venture Exchange policies, holding approximately 34.49% non-diluted and 40.03% fully-diluted ownership.

The company simultaneously engaged Danayi Capital Corp. for up to US$200,000 in digital marketing services over a 12-month term.

Carlin Gold Corporation (CGD) has postponed a procedural step, a move that solidifies the timeline for closing its previously announced $31.27 million financing and the Cortez Summit royalty spin-out. The transaction involves a $1.30 per unit pricing, which represents a substantial premium over the company's trailing book value of $0.27 per share and recent trading averages, indicating strong institutional and strategic confidence.

The deal includes a 5% NSR royalty spin-out, a strategic capital-efficiency move that will permanently encumbrate future cash flows from the Cortez Summit property if a commercial deposit is ever defined. Additionally, Electrum’s entry as a control person provides critical capital and governance oversight, though it introduces potential future dilution through participation rights and shifts board control dynamics.

The market had already priced in the financing announcement on September 8, with the stock rallying from approximately $1.33 to $1.81. The postponement does not change the economic terms or strategic direction, serving as a routine confirmation rather than a new catalyst.

Carlin Gold Corporation (CGD) is an exploration-stage company focused on gold and copper properties in Nevada, USA. The firm’s flagship project is the Cortez Summit, a 4-square-mile claim block adjacent to NGM’s Goldrush mine and Barrick’s Fourmile resource. The site targets skarn and porphyry mineralization, with historical drilling showing strong alteration and elevated gold grades, although no commercial resource has been defined.

Other assets include the Ivy copper-gold project, comprising 161 claims with significant IP anomalies identified, and the Willow property, which features surface gold and arsenic anomalies. The company is in the exploration phase with no revenue, relying on equity financings to fund operations.